Eclipse Foundation Board Meeting Minutes

June 14 & 15, 2011


A Meeting of the Board of Directors (the “
Board”) of Eclipse.org Foundation, Inc., a Delaware corporation (the “Corporation”), was held on held at 8:30am Eastern time at the IBM Software Executive Briefing Centre in Research Triangle Park, North Carolina on June 14th and 15th, 2011 as a regularly scheduled quarterly face-to-face meeting.

Attending?

Director

Company

14th

15th

Yes

Yes

Andreas Andersen

Nokia

No

No

Chris Aniszczyk

Elected Committer Representative

No

No

Michael Bechauf

SAP AG

Yes

Yes

Boris Bokowski

Elected Committer Representative

Yes

Yes

Cedric Carbone

Talend

Yes

Yes

Eric Clayberg

Elected Sustaining Representative

Yes

Yes

Nobby Akiha for Paul Clenahan

Actuate Corporation

Yes

Yes

Etienne Juliot

OBEO

Yes

Yes

Hans Kamutzki

Elected Sustaining Representative

Yes

Yes

John Kellerman

IBM

No

No

Mik Kersten

Elected Sustaining Representative

Yes

Yes

Jochen Krause

Innoopract GmbH

Yes

Yes

Dennis Leung

Oracle

Yes

Yes

Paul Lipton

CA Technologies

No

No

Achim Loerke

BREDEX GmbH

Yes

Yes

Ed Merks

Elected Committer Representative

No

No

Wolfgang Neuhaus

itemis AG

Yes

Yes

Jason Van Zyl

Sonatype

 

Present at the invitation of the Board was Mike Milinkovich, Executive Director, Janet Campbell, Secretary, and Chris Larocque, Treasurer of Eclipse.org Foundation, Inc.

General Business

Mike Milinkovich introduced the minutes from the April 2011 Board meeting, attached hereto as Exhibit A and asked for any corrections and/or comments.  Etienne Juliot indicated that he had joined the call following roll call and asked that the minutes be amended to reflect his attendance.  With John Kellerman abstaining as he had not attended the meeting, the following resolution was passed:

RESOLVED, there was unanimous consent to approve full and abridged version of the minutes of the April 2010 Board Meeting, as amended. 

Mike Milinkovich introduced the minutes from the May 2011 Board Meeting, attached hereto as Exhibit B.  The following resolution was passed:

RESOLVED, there was unanimous consent to approve full and abridged version of the minutes of the May 2010 Board Meeting. 

Mike Milinkovich confirmed that the Electronic Vote of the Board of Directors regarding the dual licensing of Lyo had been unanimously approved.   The following approved Resolution was read into the minutes:

RESOLVED, that The Board unanimously approves the dual licensing of the (tentatively named) Eclipse Lyo Project initially described in the draft proposal attached hereto under the terms of the Eclipse Public License and Eclipse Distribution License.

Mike Milinkovich introduced a discussion of the proposed changes to the Eclipse Foundation Bylaws and related changes to the Eclipse Development Process, the related material for which is attached as Exhibit C, Exhibit D and Exhibit E respectively.  Following discussion, the following resolutions were unanimously approved:

RESOLVED, that the revisions to the Bylaws as presented to the Board and attached to the minutes of the meeting as Exhibit D are approved by the Board of Directors. The Executive Director is instructed to proceed to a vote of the Membership-at-Large for final ratification.

               RESOLVED, that pending ratification of the Bylaws by the Membership-at-Large the revisions to the Eclipse Development Process as presented to the Board and attached to the minutes of the meeting as Exhibit E are approved by the Board of Directors.

Committer Issues

Boris Bokowski raised the issue of the recent outage of Eclipse Servers.  There were two outages within a couple of days of each other.  Boris indicated that the outage was handled well by Denis and his team.  Boris encouraged Board Members to consider asking their companies to donate servers to the Eclipse Foundation as there is an ongoing need for new equipment at the Eclipse Foundation.  Boris also asked whether the Eclipse Foundation was considering the possibility of moving some of the services that are provided to third party service providers.  Mike Milinkovich responded that Chris Larocque, Denis Roy and himself would be considering this possibility during the 2012 budget process.  A board member highlighted that the service level agreements of most third party service providers usually provide little recourse if problems occur. 

Management Reports

Mike Milinkovich presented the Management Reports, including Membership, Marketing, and Projects, the related material for which is attached as Exhibit F, Exhibit G, and Exhibit H respectively.  Eric Clayberg commented that he had a much better appreciation as to why the Eclipse releases are of such high quality, indicating that much of it is a result of the processes that are used at Eclipse. 

Mike Milinkovich provided an update on EclipseCon Europe, the related slides for which are attached as Exhibit I.  Mike indicated that the prices for EclipseCon Europe have been increased but that returning attendees will benefit from steep discounts.  Mike encouraged the companies represented on the Board to consider sponsorship.  He further indicated that this was a special opportunity given its Eclipse’s tenth birthday.  Mike also asked the Board to consider advertising the conference on their developer portals and to support their developers in becoming speakers at EclipseCon Europe.  

Mike reported that the Eclipse Foundation had decided to host EclipseCon North America 2012 on the east coast and that currently a number of locations were under consideration, including Boston, Washington DC and Atlanta.  Chris Larocque commented that the Foundation had also looked at Philadelphia and Miami but that Philadelphia didn’t have the dates and Miami proved to be quite expensive. 

Mike Milinkovich reviewed a proposal with the Board to re-allocate Strategic Members advertising space to revenue generating pursuits.  The related slides are attached as Exhibit J.  Following discussion, this resolution was passed unanimously:

RESOLVED, the Board directs the Executive Director to pursue the “use it or lose it” approach to Strategic Member advertising space presented to the Board and attached to the minutes of the meeting as Exhibit J.

Chris Larocque reviewed the Eclipse Foundation’s year-to-date financial status for 2011 and Key Performance Indictors with the Board.

Mike Milinkovich introduced a discussion into the possibility of pursuing business opportunities around IPZilla access, the related slides for which are attached as Exhibit M.  Mike indicated that the Foundation wants to do everything it can to raise the brand awareness around the due diligence work that we do.   A board member asked whether the Foundation had considered the legal implications.  Mike Milinkovich responded that the Foundation would limit its liability, though it won’t be possible to reduce it to zero.  A board member indicated that access is currently available to Committers and Strategic and Enterprise Members.  He questioned whether de-coupling that value proposition posed a risk to the Foundation.  Following discussion, this resolution was passed unanimously:

RESOLVED, the Board directs the EMO to evaluate the three options to pursue revenue opportunities related to IPZilla presented to the Board and include in the analysis an evaluation of the impact of the loss of this perceived benefit on Strategic and Enterprise Members. 

Long Term Support and OPEES

Mike Milinkovich introduced the topic of Long Term Support, the related slides for which are attached as Exhibit N.  In doing so, Mike indicated that he believes that we are at a point of inflection for Eclipse.  Opportunities such as Long Term Support and if we are successful, will change the face of Eclipse.   In discussing the Long Term Support initiative, Mike outlined the OPEES opportunity, the related slides for which are attached as Exhibit O.  Mike also provided the Board with a draft OPEES Participation Agreement which had been prepared by counsel, attached as Exhibit P.  Following discussion, the Board unanimously approved the following:

General:

RESOLVED, the Board approves the creation of Industry Working Group Participation Agreements, which specify participation fees and which shall incorporate the terms of the Eclipse Foundation Membership Agreement. All such agreements, including said fees shall be provided to the Board at the next regularly scheduled meeting.

Long Term Support:

RESOLVED, the Board approves the creation of a private, members-only information technology (IT) infrastructure for the exclusive use of Participating Members of the LTS Industry Working Group. Such IT infrastructure will be hosted and supported by the Eclipse Foundation. Software binary releases made available only to Participating Members of the LTS Industry Working Group, under a non-open source license, will be made available via that private IT infrastructure.

RESOLVED, that the Executive Director of the Corporation is hereby authorized and empowered, for and on behalf of the Corporation, to retain such advisors, to execute and deliver such documents, papers or instruments and to do or cause to be done any and all such other acts and things as he may deem necessary, appropriate or desirable in connection with establishing the LTS Industry Working Group as described in the presentation made to the Board the previous day and attached to the minutes of the meeting as Exhibit N, and the taking of any such action shall be conclusive evidence of the approval thereof by this Board of Directors.

OPEES:

RESOLVED, the Board approves the creation of a private, members-only information technology (IT) infrastructure for the exclusive use of Participating Members of the OPEES Industry Working Group. Such IT infrastructure will be hosted and supported by the Eclipse Foundation. Software binary releases made available only to Participating Members of the OPEES Industry Working Group, under a non-open source license, will be made available via that private IT infrastructure.

RESOLVED, the Board authorizes the Executive Director to investigate the creation of a legal entity to serve the Eclipse community in Europe (i.e. the “Eclipse Foundation Europe”) and recommend a course of action to the Board.

RESOLVED, The Board unanimously approves the use of the “GNU Lesser General Public License (LGPL)” license for projects hosted by the OPEES Industry Working Group. Such projects must be clearly identified as separate and distinct from Eclipse Foundation projects, hosted on a web property other than eclipse.org, and not using the org.eclipse namespace.

RESOLVED, that the Executive Director of the Corporation is hereby authorized and empowered, for and on behalf of the Corporation, to retain such advisors, to execute and deliver such documents, papers or instruments and to do or cause to be done any and all such other acts and things as he may deem necessary, appropriate or desirable in connection with establishing the OPEES Industry Working Group as described in the presentation made to the Board on this day and attached to the minutes of the meeting as Exhibit O, and the taking of any such action shall be conclusive evidence of the approval thereof by this Board of Directors.

Review of Strategy Process

            Mike Milinkovich introduced the strategy session, the related slides for which are attached as Exhibit Q.   A board member proposed that the Board consider changing the reference to “platform” within the mission.  Mike Milinkovich indicated that the mission is modeled on the purposes section of the Bylaws and that consistency in this regard would be beneficial.  Further, while the Foundation had considered a change such as this in the past, we were advised by external counsel that changing the purposes section in the Foundation’s Bylaws might be problematic and it was part of the Foundation’s filing for not-for-profit status and may lead to a review of the Foundation’s status.

            The Board then discussed the Eclipse Foundation’s vision.  After much discussion, the following revised vision was unanimously agreed upon by the Board:

Eclipse enables ecosystems and business models by predictably delivering IP clean, commercial quality, and modular open source tools, runtimes and platforms.” 

The Board discussed the strategic goals for the Eclipse Foundation for 2012.   After much discussion, the following were agreed upon as the strategic goals for the Eclipse Foundation in 2012:

·         Establish and maintain Eclipse technology as a leading tools and runtime platform

·         Maintain dominance as the leading open source tools platform

·         Create value for all its membership classes

·         Foster growth of the ecosystem, particularly in verticals

·         Run a good ship

·         Continue to grow a diversified revenue model

The meeting was adjourned to reconvene Tuesday June 14, 2010 at 8:30am EST time.

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Tuesday June 15, 2010

General Business

            Mike Milinkovich proposed a resolution to update our Office of Official Record to reflect the new firm and address of our external counsel.  The following resolution was unanimously passed:

               RESOLVED, that the official office of record for the Corporation will be the New York offices of Proskauer located at Eleven Times Square, New York, NY 10036-8299.

Mike Milinkovich provided an update on the Automotive Industry Working Group initiative, the related slides for which are attached as Exhibit R.

Mike Milinkovich declared the meeting adjourned at approximately 2:57pm ET.

*          *          *          *          *

This being a true and accurate record of the proceedings of this Meeting of the Board of Directors held on June 14th and 15th, 2011, is attested to and signed by me below.

 

                                                                                                /s/ Janet Campbell      

                                                                                                Secretary of Meeting